1

As filed with the Securities and Exchange Commission on October 10, 2007
Registration No. 333- _________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          BERKSHIRE HILLS BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

         DELAWARE                                  04-3510455
(state or other jurisdiction of          (IRS Employer Identification No.)
incorporation or organization)

                                 24 NORTH STREET
                         PITTSFIELD, MASSACHUSETTS 01201
                                 (413) 443-5601
               (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)


                           FACTORY POINT BANCORP, INC.
                 1999 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN,
                           AS AMENDED AND RESTATED(1)
                  (AS ASSUMED BY BERKSHIRE HILLS BANCORP, INC.)

                           FACTORY POINT BANCORP, INC.
                          1999 STOCK INCENTIVE PLAN(1)
                  (AS ASSUMED BY BERKSHIRE HILLS BANCORP, INC.)

                           FACTORY POINT BANCORP, INC.
                           2004 STOCK INCENTIVE PLAN,
                           AS AMENDED AND RESTATED (1)
                  (AS ASSUMED BY BERKSHIRE HILLS BANCORP, INC.)

                            (Full Title of the Plan)
               --------------------------------------------------

MICHAEL P. DALY                                     COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER               LAWRENCE M.F. SPACCASI, ESQ.
BERKSHIRE HILLS BANCORP, INC.                       SCOTT A. BROWN, ESQ.
24 NORTH STREET                                     MULDOON MURPHY & AGUGGIA LLP
PITTSFIELD, MASSACHUSETTS  01201                    5101 WISCONSIN AVENUE, N.W.
(413) 443-5601                                      WASHINGTON, DC 20016
(Name, address, including zip code, and telephone   (202) 362-0840
number, including area code, of agent for service)




                         CALCULATION OF REGISTRATION FEE

==================================================================================================================
Title of each Class of                                Proposed Maximum        Proposed Maximum        Amount of
   Securities to be             Amount to be         Offering Price Per      Aggregate Offering      Registration
      Registered               Registered(2)               Share                  Price                  Fee
------------------------------------------------------------------------------------------------------------------
                                                                                            
        Common Stock
       $.01 Par Value         171,862 Shares(3)          $20.43(4)              $3,511,141              $108
==================================================================================================================

 2
(1)  Berkshire Hills Bancorp, Inc. ("Berkshire" or the "Company") is offering
     shares of the common stock pursuant to the Factory Point Bancorp, Inc. 1999
     Non-Employee Directors Stock Option Plan, the Factory Point Bancorp, Inc.
     1999 Stock Incentive Plan and the Factory Point Bancorp, Inc. 2004 Stock
     Incentive Plan (collectively the "Plans") because, in the merger of
     Berkshire and Factory Point Bancorp, Inc., Berkshire agreed to assume the
     obligations under the Plans.
(2)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Plans as the result of a stock split, stock dividend or similar
     adjustment to the outstanding common stock of Berkshire (the "Common
     Stock") pursuant to 17 C.F.R. ss.230.416(a).
(3)  Represents the total number of shares of Common Stock currently available
     for issuance upon the exercise of options granted under the Plans, adjusted
     to reflect the exchange ratio of 0.5844 shares.
(4)  Represents the weighted average exercise price for the options granted
     under the Plans.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND 17 C.F.R. SS.230.462.

 3
BERKSHIRE HILLS BANCORP, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. In connection with the merger of Factory Point Bancorp, Inc.
("Factory Point") into Berkshire Hills Bancorp, Inc. ("Berkshire" or the
"Company") effective September 21, 2007, Berkshire assumed the obligations under
the Factory Point Bancorp, Inc. 1999 Non-Employee Directors Stock Option Plan,
the Factory Point Bancorp, Inc. 1999 Stock Incentive Plan and the Factory Point
Bancorp, Inc. 2004 Stock Incentive Plan, as amended and restated (collectively
the "Plans"). In connection with its assumption of the Plans, Berkshire is
offering shares of its common stock pursuant to the Plans. The document
containing the information for the Plans required by Part I of the Registration
Statement will be sent or given to the participants in the Plans as specified by
Rule 428(b)(1). Said document is not filed with the Securities and Exchange
Commission (the "SEC") either as a part of this Registration Statement or as a
prospectus or prospectus supplement pursuant to Rule 424, in reliance on Rule
428. Said document and the information incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus for the Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed or to be filed with the SEC are
incorporated by reference in this Registration Statement:

         (a)      The Annual Report on Form 10-K filed by the Company for the
                  fiscal year ended December 31, 2006, filed with the SEC on
                  March 16, 2007, which includes the consolidated balance sheets
                  of Berkshire Hills Bancorp, Inc. and subsidiaries as of
                  December 31, 2006 and 2005, and the related consolidated
                  statements of income, changes in stockholders' equity, and
                  cash flows for each of the years in the three-year period
                  ended December 31, 2006, and management's assessment of the
                  effectiveness of internal control over financial reporting and
                  the effectiveness of internal control over financial
                  reporting, together with the related notes and the report of
                  Wolf & Company, P.C., independent registered public accounting
                  firm. (SEC File No. 001-51584)

         (b)      The Quarterly Reports on Form 10-Q filed by the Company for
                  the fiscal quarters ended March 31, 2007 and June 30, 2007,
                  filed with the SEC on May 10, 2007 and August 9, 2007,
                  respectively. (SEC File No. 001-51584)

         (c)      The description of the Registrant's Common Stock contained in
                  the Registrant's Form 8-A 12G, filed by the Company with the
                  SEC on October 25, 2005, and including any amendment or report
                  filed with the SEC for the purpose of updating this
                  description.

         (d)      The Current Reports on Form 8-K filed by the Company on
                  September 26, 2007 and items 2.01, 5.02 and 9.01, August 29,
                  2007 under items 8.01 and 9.01, August 7, 2007 under items
                  8.01 and 9.01, August 6, 2007 under item 5.02, March 16, 2007
                  under item 5.02 and 9.01, May 15, 2007 under items 1.01 and
                  9.01, May 4, 2007 under items 8.01 and 9.01.

         (e)      All documents filed by the Registrant pursuant to Sections
                  13(a) and (c), 14 or 15(d) of the Securities Exchange Act of
                  1934, as amended (the "Exchange Act"), except items 2.02, 7.01
                  and 9.01 filed under Form 8-K, after the date hereof and prior
                  to the

 4
                  filing of a post-effective amendment which deregisters all
                  securities then remaining unsold.

         ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT
TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY
FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

         The common stock to be offered pursuant to the Plans has been
registered pursuant to Section 12 of the Exchange Act. Accordingly, a
description of the common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

         The validity of the Common Stock offered hereby has been passed upon by
Muldoon Murphy & Aguggia LLP, Washington, DC, for the Registrant.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law ("DGCL"), inter
alia, empowers a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. Similar indemnity is authorized for such person against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the shareholders or disinterested directors or by independent
legal counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct.

         Any such indemnification and advancement of expenses provided under
Section 145 shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of such person's
heirs, executors and administrators.

         Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,

                                       2
 5
against any liability asserted against him, and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

         The Registrant has also entered into employment agreements with certain
executive officers, which agreements require that the Registrant maintain a
directors' and officers' liability policy for the benefit of such officers and
that the Registrant will indemnify such officers and their heirs to the fullest
extent permitted by law.

         In accordance with the DGCL (being Chapter 1 of Title 8 of the Delaware
Code), Articles 10 and 11 of the Registrant's Certificate of Incorporation
provide as follows:

         TENTH:

                  A. Each person who was or is made a party or is threatened to
         be made a party to or is otherwise involved in any action, suit or
         proceeding, whether civil, criminal, administrative or investigative
         (hereinafter a "proceeding"), by reason of the fact that he or she is
         or was a Director or an Officer of the Corporation or is or was serving
         at the request of the Corporation as a Director, Officer, employee or
         agent of another corporation or of a partnership, joint venture, trust
         or other enterprise, including service with respect to an employee
         benefit plan (hereinafter an "indemnitee"), whether the basis of such
         proceeding is alleged action in an official capacity as a Director,
         Officer, employee or agent or in any other capacity while serving as a
         Director, Officer, employee or agent, shall be indemnified and held
         harmless by the Corporation to the fullest extent authorized by the
         Delaware General Corporation Law, as the same exists or may hereafter
         be amended (but, in the case of any such amendment, only to the extent
         that such amendment permits the Corporation to provide broader
         indemnification rights than such law permitted the Corporation to
         provide prior to such amendment), against all expense, liability and
         loss (including attorneys' fees, judgments, fines, ERISA excise taxes
         or penalties and amounts paid in settlement) reasonably incurred or
         suffered by such indemnitee in connection therewith; provided, however,
         that, except as provided in Section C hereof with respect to
         proceedings to enforce rights to indemnification, the Corporation shall
         indemnify any such indemnitee in connection with a proceeding (or part
         thereof) initiated by such indemnitee only if such proceeding (or part
         thereof) was authorized by the Board of Directors of the Corporation.

                  B. The right to indemnification conferred in Section A of this
         Article TENTH shall include the right to be paid by the Corporation the
         expenses incurred in defending any such proceeding in advance of its
         final disposition (hereinafter and "advancement of expenses");
         provided, however, that, if the Delaware General Corporation Law
         requires, an advancement of expenses incurred by an indemnitee in his
         or her capacity as a Director or Officer (and not in any other capacity
         in which service was or is rendered by such indemnitee, including,
         without limitation, services to an employee benefit plan) shall be made
         only upon delivery to the Corporation of an undertaking (hereinafter an
         "undertaking"), by or on behalf of such indemnitee, to repay all
         amounts so advanced if it shall ultimately be determined by final
         judicial decision from which there is no further right to appeal
         (hereinafter a "final adjudication") that such indemnitee is not
         entitled to be indemnified for such expenses under this Section or
         otherwise. The rights to indemnification and to the advancement of
         expenses conferred in Sections A and B of this Article TENTH shall be
         contract rights and such rights shall continue as to an

                                       3
 6
         indemnitee who has ceased to be a Director, Officer, employee or agent
         and shall inure to the benefit of the indemnitee's heirs, executors and
         administrators.

                  C. If a claim under Section A or B of this Article TENTH is
         not paid in full by the Corporation within sixty days after a written
         claim has been received by the Corporation, except in the case of a
         claim for an advancement of expenses, in which case the applicable
         period shall be twenty days, the indemnitee may at any time thereafter
         bring suit against the Corporation to recover the unpaid amount of the
         claim. If successful in whole or in part in any such suit, or in a suit
         brought by the Corporation to recover an advancement of expenses
         pursuant to the terms of an undertaking, the indemnitee shall be
         entitled to be paid also the expenses of prosecuting or defending such
         suit. In (i) any suit brought by the indemnitee to enforce a right to
         indemnification hereunder (but not in a suit brought by the indemnitee
         to enforce a right to an advancement of expenses) it shall be a defense
         that, and (ii) in any suit by the Corporation to recover an advancement
         of expenses pursuant to the terms of an undertaking the Corporation
         shall be entitled to recover such expenses upon a final adjudication
         that, the indemnitee has not met any applicable standard for
         indemnification set forth in the Delaware General Corporation Law.
         Neither the failure of the Corporation (including its Board of
         Directors, independent legal counsel, or its stockholders) to have made
         a determination prior to the commencement of such suit that
         indemnification of the indemnitee is proper in the circumstances
         because the indemnitee has met the applicable standard of conduct set
         forth in the Delaware General Corporation Law, nor an actual
         determination by the Corporation (including its Board of Directors,
         independent legal counsel, or its stockholders) that the indemnitee has
         not met such applicable standard of conduct, shall create a presumption
         that the indemnitee has not met the applicable standard of conduct or,
         in the case of such a suit brought by the indemnitee, be a defense to
         such suit. In any suit brought by the indemnitee to enforce a right to
         indemnification or to an advancement of expenses hereunder, or by the
         Corporation to recover an advancement of expenses pursuant to the terms
         of an undertaking, the burden of proving that the indemnitee is not
         entitled to be indemnified, or to such advancement of expenses, under
         this Article TENTH or otherwise shall be on the Corporation.

                  D. The rights to indemnification and to the advancement of
         expenses conferred in this Article TENTH shall not be exclusive of any
         other right which any person may have or hereafter acquire under any
         statute, the Corporation's Certificate of Incorporation, Bylaws,
         agreement, vote of stockholders or Disinterested Directors or
         otherwise.

                  E. The Corporation may maintain insurance, at its expense, to
         protect itself and any Director, Officer, employee or agent of the
         Corporation or Subsidiary or Affiliate or another corporation,
         partnership, joint venture, trust or other enterprise against any
         expense, liability or loss, whether or not the Corporation would have
         the power to indemnify such person against such expense, liability or
         loss under the Delaware General Corporation Law.

                  F. The Corporation may, to the extent authorized from time to
         time by the Board of Directors, grant rights to indemnification and to
         the advancement of expenses to any employee or agent of the Corporation
         to the fullest extent of the provisions of this Article TENTH with
         respect to the indemnification and advancement of expenses of Directors
         and Officers of the Corporation.

                                       4
 7
         ELEVENTH:

                  A. Director of this Corporation shall not be personally liable
         to the Corporation or its stockholders for monetary damages for breach
         of fiduciary duty as a Director, except for liability: (i) for any
         breach of the Director's duty of loyalty to the Corporation or its
         stockholders; (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law; (iii)
         under Section 174 of the Delaware General Corporation Law; or (iv) for
         any transaction from which the Director derived an improper personal
         benefit. If the Delaware General Corporation Law is amended to
         authorize corporate action further eliminating or limiting the personal
         liability of Directors, then the liability of a Director of the
         Corporation shall be eliminated or limited to the fullest extent
         permitted by the Delaware General Corporation Law, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
         stockholders of the Corporation shall not adversely affect any right or
         protection of a Director of the Corporation existing at the time of
         such repeal or modification.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  LIST OF EXHIBITS

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):

         5           Opinion of Muldoon Murphy & Aguggia LLP, Washington, DC,
                     as to the legality of the Common Stock registered hereby.

         10.1        Factory  Point  Bancorp, Inc. 1999 Non-Employee Directors
                     Stock Option Plan (as assumed by the  Registrant on
                     September 21, 2007).

         10.2        Factory Point Bancorp, Inc. 1999 Stock Incentive Plan (as
                     assumed by the Registrant on September 21, 2007).

         10.3        Factory Point Bancorp, Inc. 2004 Stock Incentive Plan, as
                     amended and restated (as assumed by the Registrant on
                     September 21, 2007).

         10.4        Form of Assumption Agreement.

                                       5
 8
         23.1        Consent of Muldoon Murphy & Aguggia LLP (contained in the
                     opinion included as Exhibit 5).

         23.2        Consent of Wolf & Company, P.C.

         24          Power of Attorney is located on the signature pages.

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of the registration
                    statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represent
                    a fundamental change in the information set forth in the
                    registration statement. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the
                    Securities and Exchange Commission pursuant to Rule 424(b)
                    if, in the aggregate, the changes in volume and price
                    represent no more than 20 percent change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective registration
                    statement; and

                           (iii) To include any material information with
                    respect to the plan of distribution not previously disclosed
                    in the Registration Statement or any material change to such
                    information in the Registration Statement.

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of
         this section do not apply if the information required to be included in
         a post-effective amendment by those paragraphs is contained in reports
         filed or furnished to the Securities and Exchange Commission by the
         registrant pursuant to Section 13 or 15(d) of the Securities Exchange
         Act of 1934 that are incorporated by reference into this Registration
         Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new Registration Statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial BONA FIDE offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                                       6
 9
         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

         (c)-(g) Not applicable.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

         (i)-(l) Not applicable.

 10
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Berkshire Hills
Bancorp, Inc. hereby certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Commonwealth of Massachusetts in the City of Pittsfield
on this 10th day of October 2007.

                                       BERKSHIRE HILLS BANCORP, INC.



                                       By: /s/ Michael P. Daly
                                           -------------------------------------
                                           Michael P. Daly
                                           President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Daly) constitutes and appoints Michael P. Daly as the true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to the Form S-8 Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.



                                                                                
Name                                        Title                                    Date
----                                        -----                                    ----


/s/ Michael P. Daly                         President and Chief                       October 10, 2007
--------------------------------            Executive Officer (Principal
Michael P. Daly                             Executive Officer)


/s/ Kevin P. Riley                          Executive Vice President,                 October 10, 2007
--------------------------------            Chief Financial Officer and
Kevin P. Riley                              Treasurer (Principal Financial Officer)


/s/ Lawrence A. Bossidy                     Director                                  October 10, 2007
-------------------------------
Lawrence A. Bossidy


/s/ Wallace W. Altes                        Director                                  October 10, 2007
--------------------------------
Wallace W. Altes


/s/ John B. Davies                          Director                                  October 10, 2007
--------------------------------
John B. Davies

                                       8
 11

/s/ Rodney C. Dimock                        Director                                  October 10, 2007
---------------------------------
Rodney C. Dimock


/s/ David B. Farrell                        Director                                  October 10, 2007
---------------------------------
David B. Farrell


/s/ Susan M. Hill                           Director                                  October 10, 2007
---------------------------------
Susan M. Hill


/s/ Cornelius D. Mahoney                    Director                                  October 10, 2007
---------------------------------
Cornelius D. Mahoney


/s/ Edward G. McCormick, Esq.               Director                                  October 10, 2007
---------------------------------
Edward G. McCormick, Esq.


/s/ Catherine B. Miller                     Director                                  October 10, 2007
---------------------------------
Catherine B. Miller


/s/ David E. Phelps                         Director                                  October 10, 2007
---------------------------------
David E. Phelps


/s/ D. Jeffrey Templeton                    Director                                  October 10, 2007
---------------------------------
D. Jeffrey Templeton


/s/ Corydon L. Thurston                     Director                                  October 10, 2007
---------------------------------
Corydon L. Thurston



                                       9

 12



                                  EXHIBIT INDEX
                                  -------------

 EXHIBIT NO.    DESCRIPTION                                       METHOD OF FILING
------------   --------------------------------------------       ------------------------------------
                                                            
      5        Opinion of Muldoon Murphy & Aguggia LLP            Filed herewith.


     10.1      Factory Point Bancorp, Inc. 1999 Non-Employee      Filed herewith.
               Directors Stock Option Plan

     10.2      Factory Point Bancorp, Inc. 1999 Stock             Filed herewith.
               Incentive Plan

     10.3      Factory Point Bancorp, Inc. 2004 Stock             Filed herewith.
               Incentive Plan

     10.4      Form of Assumption Agreement                       Filed herewith.

     23.1      Consent of Muldoon Murphy & Aguggia LLP            Contained in Exhibit 5 hereof.

     23.2      Consent of Wolf & Company, P.C.                    Filed herewith.

      24       Power of Attorney                                  Located on the signature page.